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UNIVERSITY  OF 

ILLINOIS  LIBRARY 

AT  URBANA- CHAMPAIGN 

BOOKSTACKS 


P; 


This  Indenture  made  in  duplicate  this  twentieth  day  of 
August,  A.  D.  1888,  by  and  between  the  Portland  and 
Ogdensburg  Railway,  a  corporation  existing  under  and  by  virtue 
of  the  laws  of  the  States  of  Maine  anJ  New  Hampshire,  party  of 
the  first  part  and  hereinafter  styled  the  lessor,  and  the  Manie 
Central  Railroad  Company,  a  corporation  existing  under  and  by 
virtue  of  the  laws  of  the  State  of  Maine,  party  of  the  second  part 
and  hereinafter  styled  the  lessee, 

WITNESSETH  ;- 

That,  in  consideration  of  the  premises  and  of  the  rents  here- 
inafter reserved  to  be  paid  by  the  lessee,  and  of  the  covenants  and 
agreements  hereinafter  contained  to  be  performed  and  fulfilled 
by  the  lessee,  the  said  Portland  &  Ogdensburg  Railway  does 
hereby  demise  and  lease  to  the  said  Maine  Central  Railroad 
Company  all  the  railroad  of  said  lessor  located  and  constructed 
from  the  City  ot  Portland,  in  the  State  of  Maine,  to  the  western 
boundary  line  of  the  State  of  New  Hampshire,  including  all  the 

fright,  title  and  interest  of  the  lessor  in  and  to  all  railroads  or 
parts  of  railroads  between  Portland,  aforesaid,  and  Lunenburg,  in 
c*  the  State  of  Vermont,  constructed  or  operated  by  the  lessor,  and 
^  in  and  to  the  railroad  and  bridge  lying  between  the  junction  with 
R  the  Boston,  Concord  &  Montreal  Railroad,  in  Whitefield,  in  the 
^       State  of  New  Hampshire  and  said   Lunenburg,  and  all   rights 

J       possessed  by  the  lessor,  by  lease  or  contract,  in  any  and  all  rail- 
roads forming  any  part  of  the  through  line  from  said  Portland  to 
Ogdensburg,  in  the  State  of  New  York,  with  all  its  rights  of  way, 
."5        side  tracks,  branches,  stations  and  station  grounds,  bridges,  piers, 
-  J        wharves  and  easements,  and  all  its  rolling  stock  and  equipment, 
{A       all  its  franchises,  rights  and  privileges  under  its  charters  and  the 
laws  of  the  States  of  Maine  and  New  Hampshire,  and   all    its 
right,  title  and  interest  in  and  to  all  other  property  of  whatsoever 
nature  and  wheresoever  situated  ; 


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^ 


774102 


To  have  and  to  hold  the  said  railroads,  property,  estate, 
franchises,  rights  and  privileues  and  all  singular  the  premises 
hereby  denaised,  with  all  the  appurtenances  thereof,  to  said  Maine 
Central  Railroad  Company,  its  successors  and  assigns  for  and 
during  the  full  term  of  nine  hundred  and  ninety  nine  years  from 
the  thirtieth  day  of  August,  in  the  year  eighteen  hundred  and 
eighty-eight ; 

Subject  to  the  provisions  of  all  the  special  acts  o£  the  Legis- 
latures of  the  States  of  Maine  and  New  Hampshire  affecting  the 
rights,  privileges,  powers  and  duties  of  the  lessor,  and  of  all  the 
general  laws  of  said  States,  now  in  force  or  hereafter  to  be 
enacted  ; 

And  subject  alco  to  all  liens  and  incumbrances  in  any  way 
lawfully  existing  upon  the  same ;  especially  to  the  mortgage 
from  the  Portland  and  Ogdensburg  Railroad  Companv  dated  the 
first  day  of  November,  A.  D.  1870  ;  the  liens,  debts  and  liabili- 
ties which  have  been  or  may  be  created  by  Samuel  J.  Anderson, 
of  said  Portland,  as  Receiver  of  the  property  of  said  Portland 
and  Ogdensburg  Railroad  Company,  or  his  successor  in  ofBce  ; 
and  to  the  dues,  charges  and  expenses  of  the  Trustees  under  said 
mortgage  and  under  the  mortgage  from  said  Portland  &  Ogdens- 
burg Railroad  Company  dated  the  first  day  of  November,  A.  D., 
1871 ;   and  any  other  mortgage  on  the  demised  estate. 

Said  lessee  yielding  and  paying  rent  therefor,  for  the  first 
three  years  of  said  term,  at  the  rate  of  one  per  cent,  per  annum, 
on  the  aggregate  capital  stock  of  said  lessor  Company  lawfully 
issued  or  tx)  be  issued,  and  for  the  remainder  of  said  term  at  the 
rate  of  two  per  cent,  per  annum  on  said  stock,  payable  in  quarterly 
payments  (hereinafter  termed  dividends)  on  the  last  days  of 
November,  February,  May  and  August  of  each  year,  beginning  on 
the  last  day  of  November,  1888,  at  the  office  of  the  Treasurer  of 
said  Maine  Central  Railroad  Company, as  follows:  during  said  first 
three  years,  twenty-five  cents,  quarter-yearly  as  aforesaid,  on  each 
share  of  said  stock,  and  after  said  three  years  and  during  the  re- 
mainder of  all  said  full  term,  fifty  cents  quarter  yearly  as  afore- 


.      8 

said,  on  each  share,  to  the  several  holders  thereof,  on  the  days 
when  such  payments  hecoiue  due  as  aforesaid,  as  shown  l)y  the 
books  containing  the  names  of  the  holders  of  said  capital  stock  ; 
but  if  any  of  said  stock  shall  not  have  been  issued  at  the  time 
when  first  payment  of  rent  becomes  due,  and  shall  thereafter 
be  legally  issued,  the  holder  thereof  shall  then  be  entitled  to 
receive  the  previously  accruing  dividends  thereon,  precisely  as 
if  said  stock  had  been  seasonably  issued,  and  the  dividends 
thereon  had  not  been  paid.. 

This  lease  is  made  and  accepted  upon  the  following  further 
terms,  covenants  and  agreements,  viz : 


FIRST. 

The  lessee  is  to  maintain  and  operate,  and  hereby  tor  itsell 
and  its  successors  and  assigns,  covenants  to  maintain  and  operate 
the  railroads,  property,  rights  and  privileges  hereby  demised,  in 
furtherance  of  the  objects  contemplated  by  the  charters  of  the 
lessor  and  of  said  Portland  &  Ogdensburg  Railroad  Company 
in  the  States  in  which  the  same  is  located  and  constructed,  in 
pursuance  of  all  the  general  and  special  laws  of  the  States  afore- 
said affecting  the  same,  and  in  such  manner  as  to  promote  the 
best  public  convenience  and  advantage  under  said  charters  and 
laws  during  the  term  of  this  lease. 

In  o|)erating  said  railroad  the  lessee  shall,  and  hereby  for 
itself,  its  successors  and  assigns,  covenants  and  agrees  that  it 
will,  so  far  as  practicable,  endeavor  to  make  such  connections  and 
such  traffic  and  business  arrangements  with  other  systems  and 
roads  leading  to  and  frum  the  West,  that  the  leased  premises 
shall  be  o{)erated  as  a  part  of  a  system  of  roads  doing  a 
through  line  business  to  and  from  the  West,  and  that  it  will 
use  all  reasonable  efforts  to  give  to  the  City  of  Portland  as 
favorable  terms  for  such  business,  as  are  given  to  other  Atlantic 
cities. 


And  said  lessee  sliall,  and  herchj  for  it?elf,  its  successors 

and  assigns,  covenants  and  agrees  that  it  will,  freely  deliver  to, 

and  receive  from  connecting  railroads,  passengers  and  cars,  with 

or  without  merchandise  loaded  therein,  and  shall  and  will  afford 

all  reasonable  facilities  at  its  connections  with  other  railroads  for 

such  exchange  of  passengers  and  cars,  and  shall,  and  will  deliver 

passengers  and  freiglit  to,  and  take  the  same    from  connecting 

railroads  without  discrimination  ;  and  all  facilities  and  induce"- 

ments  reasonably  within  its  power  shall  be  extended  by  the  lessee, 

as  to  the  use  of  the  lessor's  tracks  on  reasonable  terms,  to  the 

Canadian  Pacific  or  any  other  Railway  Company  to  make  the 

city    of   Portland    a    terminus    for   its    through    business    and 

freight  from  the  West. 


SECOND. 

The  lessee  further  covenants  as  aforesaid,  for  itself  and  its 
successors  and  assigns,  that  it  will,  at  all  times  during  the  term 
of   this  lease,  maintain   and  keep  the  said  railroad,  buildings, 
superstructures,  equipment  and  other  property  hereby  demised- 
and  such  as  may  be  substituted  in  place  of  the  same,"  in  good- and 
substantial  repair  and   condition,  and  will   from   time   to   firae 
make  such  alterations,  improvements  and  enlargements  of  said 
railroad  and  its  appurtenances,  and  such  additions  to  and  renew, 
als  of  its  buildings,  equipment,  apparatus  and  other  movable 
property   of  every    kind,   as    shall  be   necessary   for   the  safe, 
convenient   and    regular  transportation,   of  passengers,    freight 
and  mails,  upon  all  and  every  part  of  the  line,  and  from  and  to 
all   the  several   stations  of   said  railroad,  so  as  to  accomplish 
effectually  the  public  objects  contemplated  by  the  charters  and 
laws  aforesaid,  and  to  promote  and  sustain  most  beneficially  all 
the  reversionary  interests  of  the  said  Portland   and  Ogdensburg 
Railway. 


THIRD. 

The  said  lessee  is  hereby  authorized  to  sell  or  otherwise  dis- 
pose of,  alter,  amend  and  repair  any  of  the  buildings,  rails, 
equipment,  apparatus  or  other  movable  property,  hereby  demised, 
or  which  may  at  any  time  be  used  or  employed  in  or  about  said 
railroad  or  be  appurtenant  thereto,  so  however  that  in  all  such 
cases,  and  the  said  lessee  hereby  covenants  as  aforesaid  that  in 
all  such  cases,  there  shall  be  substituted  in  place  of  that  which  is 
sold  or  otherwise  disposed  of,  altered,  amended  or  repaired,  other 
property  of  the  like  kind,  and  equally  good  or  better  for  the  like 
purposes;  and  the  said  lessee  is  hereby  further  authorized  to  cause 
to  be  made  or  constructed  any  new  buildings,  tracks,  rails,  appa- 
ratus, equipment  or  other  movable  property,  necessary  and  bene- 
ficial to  be  used  for  the  purposes  of  said  railroad,  and  to  make 
any  and  all  improvements,  alterations  and  repairs,  renewals  and 
enlargements  of  said  railroad,  which  may  be  necessary  for  the 
greatest  efficiency  and  use  of  the  same,  but  not  so  as  to  divert  the 
same  substantially  from  its  present  location,  nor  to  impair  the 
most  convenient  public  use  of  the  same : 

Provided,  however,  that  said  lessee  may  from  time  to  time, 
with  the  consent  of  the  lessor's  Board  of  Directors,  sell  and 
dispose  of  property  not  required  for  the  operation  and  use 
of  said  railroads  as  herein  provided  and  apply  the  proceeds  for 
the  improvement  of  the  demised  property  ;  and  the  President  of 
the  lessee,  for  the  time  being,  is  made  the  Attorney  of  the  lessor 
to  execute,  jointly  with  the  lessee,  in  the  name  of  the  lessor,  all 
conveyances  of  property  hereby  authorized  to  be  conveyed,  when 
such  conveyance  shall  be  ordered  by  vote  of  the  Board  of 
Directors  of  said  lessee. 


FOURTH. 

The  said  lessee  further  covenants  as  aforesaid,  for  itself, 
its  successors  and  assigns,  that  it  will  duly  pay  the  rent  herein 
reserved  at  the  times  and  in  the  manner  herein  provided,  and 


will  duly  pay  all  taxes  which  may  lawfully  be  assessed  in  any 
jurisdiction,  and  for  any  purpose,  upon  any  and  all  the  corporate 
property,  rights,  estate  and  franchises  hereby  demised. 

FIFTH. 

The  said  lessee  further  covenai«ts  as  aforesaid,  tor  itself  and 
its  successors  and  assigns,  that  it  will  assume,  provide  for,  satisfy 
and  fully  discharge  all  the  debts,  liabilities  and  obligations  of  the 
said  lessor,  and  all  the  debts,  liabilities  and   obligations,  if  any, 
which  may  hereafter  during  the  term  of  this  lease  by  implication 
of  law  arise  against  and  be  due  from  said  Portland    &   Ogdens 
burg  Railway,  and  all  mortgages,  liens  and  incumbrances  on  the 
demised  estate,  including  the  bonds  of  the  Portland    &   Ogdens- 
burg  Railroad  Company,  amounting  to  eight  hundred  thousand 
dollars  secured  by  mortgage  from  said  Company,  dated  the   first 
day  of  November  A.  D.,  1870,  and  the  coupons  thereto  annexed 
as  they  severally  become  due  ;  and  all  the  debts,  liabilities  and 
obligations  of  Samuel  J.  Anderson,  as  Receiver  as  aforesaid,  or 
his  successor  in  office  ;  and  all  the  debts,  liabilities  and  lawful 
charges  for  their  services  as  Trustees,  and  for  legal  and  other  ex- 
penses incurred  by  them   in   the  execution   of    their   trust,  of 
Nathan  Webb,  Weston  F.  Milliken  and  Horatio  N.  Jose,   Trus- 
tees under  the  mortgage  from  the  Portland  &  Ogdensburg  Rail- 
road Company,  dated  the  first  day  of  November,  A.  D.  1871,  and 
all  the  debts,  liabilities  and  lawful  charges  as  aforesaid  of  the 
Trustees  under  any  and  all  other  mortgages  on  said  railroad  : 
and  said  lessee  will  save  said  lessor  harmless  from  all   liability 
whatsoever  on  all  and  singular  said  debts,  liabilities  and  obliga- 
tions as  lully  and  completely  as  if  they  were  the  proper  debts, 
liabilities  and  obligations  of  the  lessee. 

SIXTH. 

The  said  lessee  further  covenants  as  aforesaid,  for  itself  and 
its  successors  and  assigns,  that  it  will,  from  and  after  the  execu- 
tion of  this  indenture,  assume  the  defence  of  all  suits,  actions. 


complaints  and  prosecutions,  which  may  then  be  pendin<r,  or 
whicli  may  thereafter  be  brought  against  the  said  lessor  or  any 
of  its  officers,  servants  or  agents,  or  said  Receiver  or  his  succes- 
sor, for  anything  by  them  done  under  authority  and  in  behalf  of 
said  Company,  and  will  indemnify  and  save  harmless  the  said 
stockholders  thereof  and  said  Receiver  against  all  costs  and 
expenses  incurred  in  such  defence,  and  against  any  and  all  judg- 
ments which  may  be  recovered  in  such  suits,  and  against  all 
actions,  damage  and  liability,  on  account  of  anything  which  may 
be  done  or  omitted  by  the  said  lessee,  or  its  successors,  while 
exercising  or  assuming  to  exercise  any  of  their  powers  and 
rights  under  this  indenture,  and  on  account  of  any  and  all  acts, 
omissions  or  neglects  of  any  kind  in  any  manner  done  or  suffered 
by  the  said  lessee  or  any  of  its  servants  or  agents. 

The  lessee  shall  assume  all  traffic  balances  and  other  debts 
due,  or  that  may  become  due,  from  said  lessor  or  said  Receiver 
to  other  railroad  or  transportation  companies:  shall  assume, 
observe  and  perform  all  contracts  of  every  nature  made  by  the 
lessor  before  the  final  execution  and  delivery  of  this  indenture,  or 
by  said  Receiver  or  his  successor  while  in  possession  of  the  demised 
property :  shall  furnish  the  Directors  of  the  lessor  with  free 
annual  passes  over  the  railroads  operated  by  the  lessee  under  this 
lease:  shall  permit  the  demised  premises  to  be  inspected  annually 
V)y  some  competent  person  appointed  by  the  lessor,  who  shall 
report  to  the  lessor  the  condition  of  said  premises,  and  who,  for 
the  purposes  of  such  inspection,  shall  be  furnished  with  free 
transportation  over  the  railroads  operated  by  the  lessee  under  this 
lease:  shall  make  all  returns  required  by  the  lessee  by  law: 
shall  furnish  the  lessor  with  all  such  statements  as  shall  enable 
it  to  make  all  returns  required  by  law  of  the  lessor ;  and,  at  the 
end  of  the  term  of  this  lease  or  at  any  earlier  termination  thereof 
from  any  cause  whatever,  shall  surrender  the  demised  premises 
in  like  order  and  condition  as  they  were  at  the  inception  of  this 
lease  or  may  be  put  in  during  tiie  term  with  all  improvements 
thereon,  and  all  extensions  thereof,  and  with  all  additional  rail- 


roads  or  parts  of  railroads  that  may  be  constructed  by  the  lessee 
under  the  charter  of  the  lessor  or  in  its  name. 

To  prevent  uncertainty  as  to  the  property  herein  demised  and 
to  be  accounted  for  upon  the  termination  or  forfeiture  of  this  lease, 
there  shall  be  made  as  of  the  day  when  this  lease  takes  place,  an' 
inventory,  description  and  appraisal  of  all  the  estate  and  prop- 
erty, real  and  personal,  belonging  to  the  lessor,  and  coming  into 
the  possession  of  the  lessee  by  virtue  of  this  lease.     Such  inven- 
tory, description  and  appraisal  shall  be  made  by  two  competent 
persons,  one  selected  by  each  party ;  in  case  of  their  disagree- 
ment they  shall  refer  the  matter  in  difference  to  some  third  "per- 
son selected  by   the   two,  whose  excision  shall  be  made  final. 
Such  inventory,  description  and  appraisal  shall  be  made  in  dupli- 
cate, and  an  original  furnished  to  each  party,  and  shall  be  evidence 
of  the  nature,  value  and  condition  of  the  property  demised  at 
the  inception  of  this  lease  in  all  cases  in  which  any  question  of 
such  nature,  condition  or  value  may  arise. 

SEVENTH. 

The  said  lessee  further  covenants  as  aforesaid,  for  itself  and 
its  successors  and  asf,igns  that  it  will,  on  or  before  the  expiration 
of  every  year  during  the  term  of  this  lease,  pay  to  the  said  lessor 
the  sum  of  five  hundred  dollars,  for  all  such  necessary  expenses 
as  the  lessor  may  incur,  within  the  year  aforesaid,  for  the  com- 
pensation of  such  officers  as  may  be  required  in  maintaining  the 
organization  of  said  company,  for  incidental  charges  attending 
the  holding  of  its  corporate  meetings,  and  for  all  necessary  pro- 
ceedings in  maintaining  and  preserving  its  corporate  powers. 

EIGHTH. 

The  said  lessee  further  covenants  as  aforesaid,  for  itself  and 
its  successors  and  assigns,  that  it  will  never  assign  this  lease,  nor 
underlet  the  whole,  nor  any  part  of  the  demised  railroad, 
without  the  written  assent  of  the  lessor  first  had  and  obtained, 
authorized  by  a  vote  of  tlie  stockholders  thereof  at  a  meeting 
called  for  the  purpose,  and  that  it  will  at  all  times  do,  observe 


and  perform  whatever  may  be  lawful  and  reasonably  required  on 
its  part  to  be  done,  observed  and  performed,  to  uphold,  protect 
and  maintain  the  franchise,  riglits  and  interests  of  said  Portland 
&  Ogdensburg  Railway,  and  that  it  will  not  do,  nor  voluntarily 
suffer  anything  to  be  done,  which  shall  tend  to  a  forfeiture  of  the 
franchise  of  said  Portland  &  Ogdensburg  Railway  or  in  any  man- 
ner impair  the  value  of  the  same. 

Provided,  however,  that  in  the  event  of  the  lessee's  leasing  their 
system  to,  or  consolidating  with,  any  corporation  operating  a 
connecting  railroad  or  system  of  railroads,  the  lessee's  interest  in 
the  demised  premises  shall  pass  by  such  lease  or  contract  of  con- 
solidation. 

NINTH. 

This  lease  is  upon  the  condition  that,  if  said  lessee,  its  suc- 
cessors or  assigns,  shall  fail  to  pay  any  rent-dividend  on  demand 
as  the  same  siiall  become  payable  and  shall  suffer  the  same  to  be 
in  arrears  for  more  than  six  months  after  the  same  becomes  pay- 
able and  payment  is  demanded,  or  shall  fail  to  pay  the  principal 
and  coupons  of  said  bonds  secured  by  said  mortgage  dated  the 
first  day  of  November,  A.  D.,  1870,  or  the  principal  and  interest 
of  any  bonds  secured  by  any  mortgage  of  the  demised  premises 
made  as  hereinafter  provided,  or  the  principal  or  interest  on  said 
Receiver's  certificates,  when  presented  for  payment  on  or  after 
maturity,  and  shall  suffer  them,  or  any  of  them,  to  be  in  arrears 
for  more  than  six  months  after  maturity  and  presentation  for  pay- 
ment; or  shall  fail  to  perform  any  award  made  under  the  sixteenth 
section  of  this  indenture  as  provided  in  said  section,  then  and  in 
either  event,  said  lessee  shall  thereupon  be  liable  to  suffer  the  for- 
feiture of  this  lease : 

And  if  such  default  shall  continue  for  the  space  of  six  months 
the  said  Portland  &  Ogdensburg  Railway,  into  and  upon  all  the 
said  railroad  property  and  estate  hereby  demised  or  into  and  up- 
on any  part  thereof  for  and  in  the  name  of  the  whole,  shall  have 
the  right  immediately  or  at  anytime  thereafter,  without  notice  or 
demand,  to  re-enter,  and  take  and  hold  possession  of  the  same, 


10 

and  use  and  operate  the  same  and  take  the  income  and   proceeds 
thereof,  and  the  said  lessee,  its  successors  and  assigns,  and  all  its 
servants  and  agents  to  dispossess  and  amove;  and  may  at  the  time 
of  such  re  entry  or  at  any  time  thereafter  give  written  notice   to 
the   said  lessee  or  its  successors  or  assigns,  that  it  holds  the   said 
railroad  property,  estate   and  improvements  for  the   purpose  of 
effecting  the  determination  of  this  lease  and  enforcing  the  forfeit- 
ure thereof,   for  the  specified  breach  or  breaches  of  covenant   or 
agreement  for  which  such  entry  was  made  ;  which  written   notice 
shall  be  sufficient,  if  delivered  by  authority  of  the  directors  of  the 
Portland  &  Ogdensburg  Railway  to  any  officer  of  said  Maine  Cen- 
tral Railroad  Company  at  its  principal  office  in  said  Portland; 
or  in  case  of  inability  to  deliver  notice  as  aforesaid,  by  publishing 
such    notice  for  two  weeks  in  some  public  journal  in  the  said  city 
of  Portland.      If  the  said  lessee,  its  successors  or  assigns,  shall 
not  within  six  months  after  the  delivery  of  notice,  or  the  last  pub- 
lication thereof  as  aforesaid,  repair,  supply  and  make  good  all  the 
deficiency   and  breach  of  covenant  or  agreement  for   which  such 
entry  was  made,  with  interest  for  the  time  of  such  deficiency  up- 
on  the  sum  or  sums  unpaid  or  in  arrears,  and  with  all    damages 
in  any  wise  sustained  by  such  breach  or  breaches  of  covenant  or 
agreement,  all  the  estate,  rights  and  interests  of  the  said  lessee, 
its  successors  and  assigns,  shall  be  absolutely  determined  and  for- 
feited, and    the  said  Portland  &  Ogdensburg  Railway  shall   have 
and  hold  all  the  said  railroad  property  and  estate  demised,   and 
all   the  improvements  thereof  and  property   substituted  therefor, 
and  all  extensions  and  additions  thereto  as  hereinbefore  stated, 
and   all  the  income  thereof,  as  in  and  of  its  former  estate  and  to 
its  own  use,  without  liability  to  account  to  said  lessee,  its  succes- 
sors or  assigns,  for  any  of  said  property,   estate,  improvements, 
substitutions,  extensions  or  additions,  or  income,  or  to  refund  or 
reimburse  to  said  lessee,  its  successors  or  assigns,  any  sum  before 
that  time  advanced,  paid  or  applied  in  fulfillment  or  part  fulfill- 
ment of  any  of  the  covenants  or  agreements  herein   expressed. 
But  if  the   said  lessee  or  its  successors  or  assigns  shall  at    any 
time   after  such  entry  for  breach  of  covenant  and  before  the   ex- 


11 

piratioii  of  six  months  aforesaid,  from  the  delivery  or  publication 
of  notice  aforesaid,  repair,  supply  and  make  good  all  the  de- 
ficiency and  breach  of  covenant  or  agreement  for  which  such 
entry  was  made,  with  interest  as  aforesaid,  and  with  all  damages 
in  anywise  sustained  by  such  breach  or  breaches  of  covenant  or 
agreement,  then  the  said  lessee,  or  its  successors  or  assigns,  siiall 
be  restored  to  the  possession,  use  and  enjoyment  of  all  the  demised 
premises  and  improvements  thereof  and  property  substituted 
therefor  as  fully  and  amply,  and  to  all  intents  and  purposes  as  if 
no  such  deficiency  or  breach  of  covenant  had  occurred,  and  the 
said  Portland  &  Ogdensburg  Railway  shall  restore,  and  hereby 
covenants  that  it  will  restore  and  yield  possession  as  aforesaid, 
and  will  account  for  and  pay  to  the  said  lessee,  its  successors  or 
assigns,  all  the  net  profits  and  income  received  by  the  said  Port- 
laud  &  Ogdensburg  Railway  by  virtue  of  its  entry  and  possession 
aforesaid. 

TENTH. 

Whereas  the  bonds  secured  by  the  foreclosed  mortgage  from 
the  Portland  &  Ogdensburg  Railroad  Company  dated  the  first 
day  of  November,  A.  D,  la71,  outstanding  and  unpaid  on  the 
fifteenth  day  of  December,  A.  D.  1885,  being  the  date  of  the 
foreclosure  of  said  mortgage,  and  the  coupons  thereon  then  due 
and  unpaid,  form  the  basis  of,  and,  in  fact,  constitute  the  capital 
stock  of  the  Portland  &  Ogdensburg  Railway,  it  is  mutually 
agreed  by  the  parties  hereto,  that  said  stock  is  the  stock  upon 
which  dividends  are  to  be  paid  as  hereinbefore  provided,  and  that 
no  new  stock  of  the  lessor  shall  be  created,  or  its  capital  stock  in 
any  manner  increased,  without  the  written  consent  of  the  lessee. 

It  is  also  hereby  mutually  agreed  by  the  parties  hereto,  that 
the  City  of  Portland  is  the  owner  of  said  stock  to  the  amount  of 
at  least  two  million,  two  hundred  thousand,  five  hundred  dollars 
($2,200,500,)  on  which,  at  least,  the  lessee  shall  pay  the  rent 
hereinbefore  reserved  of  one  per  cent,  for  three  years  and  of  two 
per  cent,  thereafter.  Whether  the  lessee  shall  pay  the  rent 
aforesaid  upon  a  larger  amount  of  stock  belonging  to  the  City  of 


12 

Portland  than  that  above  stated,  as  claimed  by  said  city,  shall 
depend  upon  subsequent  adjudication  or  agreement  of  the  parties 
as  to  the  validity  of  the  city's  title  to  an  excess  of  said  stock 
above  said  amount  of  two  million,  two  hundred  thousand,  five 
hundred  dollars  ($2,200,500.) 

And  if  such  adjudication  or  agreement  shall  be  in  favor  of 
the  claim  of  the  City  of  Portland  to  a  larger  amount  of  said  stock 
than  the  sum  above  stated,  the  said  City,  as  the  holder  thereof, 
shall  be  entitled  to  receive  all  dividends  on  such  excess  of  stock 
above  two  million,  two  hundred  tliousand,  five  hundred  dollars, 
(#2.200,500,)  accruing  after  the  date  of  this  lease  precisely  as  if 
said  stock  had  been  seasonably  issued. 

ELEVENTH. 

The  said  lessor  on  its  part  hereby  covenants  that  it  shall  and 
may  be  lawful  to  and  for  the  said  lessee,  its  successors  and  assigns, 
paying  the  rent  herein  reserved  and  providing  for  and  making  all 
the  other  payments  required  by  the  terms  hereof,  and  keeping  and 
performing  all  other  covenants  and  agreements  by  the  said  lessee 
to  be  kept  and  performed  under  the  terms  of  this  lease,  peaceably 
and  quietly  to  have,  hold,  use,  occupy  and  enjoy  all  and  singular 
the  premises  hereby  demised  with  the  appurtenances  for  and  dur- 
ing the  said  term  of  nine  hundred  ninety-nine  years,  without  any 
molestation  whatsoever  from  or  by  the  said  Portland  &  Ogdens- 
burg  Railway  or  its  assigns,  or  any  person  or  persons  lawfully 
or  equitably  claiming  by,  from  or  under  said  Company. 

TWELFTH. 

The  said  lessor  further  covenants  that  it  will,  during  the 
term  hereby  demised,  uphold  and  maintain  its  own  lawful  cor- 
porate organization,  and  will  do  all  things  on  its  part  required  to 
be  done  to  uphold  and  save  inviolate  the  charter  and  franchise 
thereof,  and  will  from  time  to  time  elect  and  appoint  all  such 
oflficers,  agents  and  servants  as  it  may  be  required  by  law  to  elect 
and  appoint  for  the  purpose  of  so  maintaining  its  organization, 
charter  and  franchise,  and  will  invest  them  with  such  powers  and 


13 

duties  as  may  be  necessay  to  secure  and  maintain  the  corporate 
efficiency  of  said  Company  according  to  law ;  and  the  said  lessor 
will  not  after  the  execution  of  this  lease  and  until  the  determina- 
tion thereof,  without  or  beyond  the  consent  of  the  said  lessee, 
create  any  new  debt  against  said  Portland  &  Ogdensburg  Railway, 
nor  issue  or  deliver  any  previously  executed  evidence  of  debt  for 
which  the  said  Company  shall  not  have  received  full  value  at  the 
date  of  the  execution  of  this  lease,  nor  voluntarily  do  any  act 
whereby  any  obligation  or  indebtedness  shall  result  against  said 
Company,  except  in  accordance  with  the  terms  of  this  lease. 

THIRTEENTH. 

The  said  Portland  &  Ogdensburg  Railway  hereby  transfers 
and  assigns  to  said  lessee  all  its  tools,  supplies,  cash  assets,  con- 
tracts, notes,  accounts,  claims,  judgments  and  other  choses  in  ac- 
tion, causes  of  action,  appeals  and  rights  of  appeal  which  it  has,  or 
is  entitled  to  have,  either  in  its  own  right  or  through  said  Receiver, 
including  any  mortgage  bonds  of  said  Portland  &  Ogdensburg  Rail- 
road Company  pledged  as  collateral  security ;  and  it  hereby  consti- 
tutes the  said  lessee  its  attorney  until  the  determination  or  for- 
feiture of  this  lease,  with  power  in  the  name  of  said  lessor,  but  to 
the  use  and  at  the  cost  of  the  lessee,  to  demand,  sue  for,  prose- 
cute, enforce,  satisfy,  recover  and  enjoy  all  the  contracts  and 
other  things  hereby  demised,  and  in  like  manner  in  the  name  of 
the  said  lessor,  but  at  the  cost  and  to  the  use  of  the  said  lessee,  to 
prosecute  all  causes  of  action  which  may  hereafter,  during  the 
term  of  this  lease  accrue  to  the  said  Portland  &  Ogdensburg  Rail- 
way against  any  person  or  corporation  claiming  or  acting  by  or 
under  its  authority,  or  authority  from  it  derived,  the  proceeds 
thereof  to  be  applied  to  the  operation  and  improvement  of  the 
demised  premises. 

FOURTEENTH. 

It  is  further  agreed  by  and  between  said  parties,  that  in  or- 
der to  provide  the  means  to  pay  off  existing  debts,  liens  and  in- 
cumbrances on  the  demised  premises,  to  extend  said  railroad  and 


14 

improve  said  railroad  property,  the  lessor,  on  the  request  of  the 
lessee,  and  at  its  expense,  will  issue  its  mortgage  bonds  to  the 
amount  of  not  exceeding  twenty  thousand  dollars  a  mile  of 
completed  railroad,  each  bond  to  bear  the  guaranty  of  said  lessee 
that  it  will  pay  such  bond  and  the  interest  thereon  as  it  becomes 
due,  and  will  join  the  lessee  in  a  mortgage  of  the  demised 
premises  to  secure  said  bonds.  The  avails  of  said  bonds  are 
to  be  used  as  follows  : 


1  To  pay  said  Receiver's  certificates  and  debts  incurred 
by  him,  the  amounts  due  trustees  as  hereinbefore  provided  and 
other  liens  on  said  demised  premises. 

2.  To  pay  the  bonds  secured  by  said  mortgage  dated  the 
first  day  of  November,  A.  D.  1870,  amounting  to  eight  hundred 
thousand  dollars. 


3.  Not  exceeding  three  hundred  thousand  dollars  for 
needed  improvements  on  the  demised  premises  and  on  new 
construction. 

4.  The  remainder,  for  the  construction  of  such  extensions 
(including  branches),  or  for  other  permanent  improvements  as 
may  be,  from  time  to  time,  constructed  or  made  with  the  assent 
of  the  Directors  of  the  lessor,  or  after  a  decision  of  the  Railroad 
Commissioners  that  such  extension  or  improvements  are  necessary 
and  proper  to  carry  out  the  objects  of  this  indenture  according 
to  its  true  intent  and  meaning. 

And  said  parties  further  agree  that  bonds  of  a  like  charac- 
ter and  amount  and  secured  in  the  same  manner  shall  from  time 
to  time  be  issued  at  the  request  of  said  lessee  and  at  its  expense, 
to  retire  any  previous  issue  of  bonds  herein  authorized,  or  any 
part  thereof  not  then  retired,  but  said  lessee  shall  pay  the  inter- 
est on  said  bonds  issued  during  said  term,  as  it  becomes  due. 


15 

Provided,  however  that  if  this  lease  shall  be  determined 
either  by  entry  of  the  lessor  for  breach  of  condition,  or  by 
process  of  law,  both  the  principal  of  said  bonds  and  all  interest 
accruing  after  such  termination  shall  be  assumed  and  paid  by 
the  lessor. 

And  all  improvements  made  upon  the  demised  premises 
and  all  extensions  of  said  railroad,  and  all  additional  railroads 
or  parts  of  railroads  that  may  be  constructed  by  the  lessee  under 
the  charter  of  the  lessor  and  in  its  name,  shall  at  once  become 
and  remain  a  portion  of  the  premises  covered  by  this  lease  and 
shall  be  managed  and  controlled  by  the  lessee  in  all  respects 
precisely  as  if  they  were  a  part  of  the  premises  originally 
demised. 

FIFTEENTH. 

The  said  Portland  &  Ogdensburg  Railway  hereby  furth  er 
covenants  that  it  will  at  all  times  hereafter  grant  to  the  said 
lessee,  or  its  successors,  all  such  access  to  and  inspection  of  the 
books,  accounts,  title  deeds,  records,  files  and  vouchers  of  the 
said  lessor  as  may  be  necessary  to  facilitate  the  operations,  and 
secure  the  interests  of  the  said  lessee  under  this  indenture. 

The  lessee  keeping  and  performing  all  the  covenants,  agree- 
ments and  conditions  herein  contained  to  be  performed  by  it, 
may,  at  its  own  cost  and  expense,  do  any  act  in  the  name  of  the 
lessor  which,  under  the  charter  of  the  lessor  or  the  laws  of  said 
States  of  Maine  and  New  Hampshire,  must  be  done  in  the  name 
of  the  lessor  in  the  maintenance,  operation,  improvement  or 
extension  of  the  railroads  and  railroad  property  demised  by  this 
indenture. 

And  the  said  lessor  covenants  and  agrees  that  it  will  make 
any  further  assurance  or  conveyance  which,  at  any  time,  may  be 
found  necessary  to  secure  to  said  lessee  the  exercise  of  its  rights, 
powers  and  privileges  under  this  indenture  according  to  its  true 
intent  and  meaning  ;  and  will  at  the  request  of  said  lessee,  au- 
thorize and  execute  any  instrument  of  conveyance  of  property 
which  under  the  terms  of  this  indenture  the  lessee  is  authorized 


16 


to  sell,  and  any  mortgage  which  is  herein  authorized  to  be  given  : 
and  will  do  any  act  required  to  be  done  in  its  corporate  capacity 
which  may  be  necessory  to  enable  the  lessee  to  extend  said  rail- 
roads or  to  exercise  any  other  of  the  rights,  powers  and  privileges 
authorized  by  this  indenture  or  the  charter  of  the  lessor  or  the 
laws  of  said  States. 

If  said  lessor  shall  fail  to  perform  any  award  made  under 
the  sixteenth  section  of  this  indenture  as  provided  in  said  section, 
it  shall  be  lawful  for  the  lessee  to  suspend  the  payment  of  the 
rent  herein  reserved  until  such  award  shall  be  performed. 

SIXTEENTH. 

In  case  either  party  to  this  indenture  shall  hereafter  at  any 
time  claim  that  any  of  the  things  herein  agreed  to  be  done  by 
the  other  party  are  not  done,  then  either  party  may  call  upon  a 
Board  of  three  disinterested  men  to  be  appointed  by  the  Chief 
Justice  of  the  Supreme  Court  of  this  State,  or  by  the  Judge  of 
the  United  States  District  Court  for  the   District   of   Maine, 
or  the  United  States  Circuit  Court  for  the  First  Circuit,  upon 
notice  to  the  other  party,  which   Board  or  a  majority  of  them 
shall  hear  the  parties,  and  determine  the  matters  at  issue,  and, 
if  they  find  thereon  against  the  party  against  whom   claim  or 
complaint  is  made,  shall  determine  what  shall  be  done  by  that 
party  and  fix  a  reasonable  time  for  doing  the  same,  and  if  said 
party  shall  neglect  for  more  than  ninety  days  after  the  time  so 
fixed  to  perform  the  award  and  finding  of  said  board,  or  a  ma- 
jority thereof,  it  shall  be  deemed  a  failure  by  such  party  to  keep 
and  perform  the  covenants  and  agreements  of  this  indenture  by 
it  to  be  kept  and  performed.    The  party  against  whom  said  award 
is  made  shall  pay  the  expenses  of  the  hearing  and  determination. 
Neither  the  stipulations  in  article  "Ninth"  nor  this  article 
shall  take  away  or  diminish  any  other  rights  or  remedies  at  law 
or  in  equit3%  to  enforce  the  covenants  and  agreements  herein  set 
forth,  or  to  recover  damages  resulting  from  the  failure  of  said 
lessee  to  fulfill  said  covenants  and  agreements,  but  said  stipula- 
tions are  additional  to  all  other  remedies  at  law  and  in  equity. 


17 

In  testimony  whereof,  the  said  Portland  &  Ogdensburg  Rail- 
way has  caused  these  presents  to  be  subscribed  by  Samuel  J. 
Anderson,  the  President  thereof  duly  authorized,  and  counter- 
signed by  its  Treasurer  and  its  corporate  seal  affixed,  and  the 
said  Maine  Central  Railroad  Company  has  caused  these  presents 
to  be  subscribed  by  Arthur  Sdwall,  its  President  hereunto  duly 
authorized,  and  countersigned  by  its  Treasurer  and  its  corporate 
seal  to  be  hereunto  affixed  the  day  and  year  first  above  written. 

The  Portland  &  Ogdensburg  Railway, 

By  SAM.  J.  ANDERSON, 

President. 

Countersigned  by 

JNO.    W.  DANA, 

rr.  ^        L.     S. 

Treasurer, 
Portland  &  Ogdensburg   Railway. 


The  Maine  Central  Railroad  Company, 
By  ARTHUR  SEWALL, 

President. 


Countersigned  by 

J.  A.  LINSCOTT, 

^  ^    l.  s. 

Treasurer, 

Maine  Central  Railroad  Company. 


Signed,  sealed  and  delivered 
in  presence  of 

JOSIAH  H.   DRUMMOND, 
DAVID   W.   SNOW. 


18 

STATE    OF    MAINE 
Cumberland,  ss.  August  20, 1888. 

Then  personally  appeared  Samuel  J.  Anderson,  in  his  capacity 
of  President  of  the  Portland  &  Ogdensburg  Railway,  and  acknowl- 
edged the  foregoing  instrument  by  him  subscribed  to  be  the  free 
act  and  deed  of  said  corporation. 

Before  me, 

JOSIAH   H.   DRUMMOND, 

Justice  of  the  Peace. 


STATE    OF    MAINE. 

CUMBERLA.ND,   SS.  AUGUST   20,  1888. 

Then  personally  appeared  Arthur  Sewall,  in  his  capacity  of 
President  of  the  Maine  Central  Railroad  Company,  and  acknowl- 
edged the  foregoing  instrument  by  him  subscribed  to  be  the  free 
act  and  deed  of  said  corporation. 

Before  me, 

JOSIAH   H.  DRUMMOND, 

Justice  of  the  Peace. 


Ratified  and  confirmed  by  the  Portland  &  Ogdensburg  Rail- 
way, August  22d,  1888. 

Ratified  and  confirmed  by  the  Maine   Central   Railroad   Com- 
pany, August  23d,  1888. 

Attest  : 

JOSIAH  H.  DRUMMOND, 

Clerk  M.  C.  R.  R.   Co. 


UNIVERSITY  OF  ILLINOIS-URBANA 


3  0112  063176124 


^ 


